The Corruption (Jersey) Law 2006 (CL 2006) came into force in March 2007. The UK Bribery Act (BA 2010) received Royal Assent in April 2010 and came into force on 1 July 2011. Together throughout this policy they are referred to as the Bribery Acts.
It is accepted that bribery undermines democracy and the rule of law and poses very serious threats to sustained economic progress in developing and emerging economies and to the proper operation of free markets generally.
It is Vannin Capital's policy to conduct all of its business in an honest and ethical manner. Vannin Capital takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate: implementing and enforcing effective systems to counter bribery and corruption. We will uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate. However, we remain bound by the laws of Jersey and the United Kingdom (UK), including the CL 2006 and the BA 2010 in respect of our conduct both at home and abroad.
CL 2006 is comparable with the BA 2010. Jersey businesses doing business in the UK will already be familiar with the requirements of the BA 2010.
Both the CL 2006 and the BA 2010 make it an offence for either a UK or Jersey citizen or resident respectively to offer or to promise to pay or receive a bribe, either directly or indirectly. The Bribery Acts create three main offences:
- bribing a person to induce or reward them to perform a relevant function improperly;
- requesting, accepting or receiving a bribe as a reward for performing a relevant function improperly; or
- using a bribe to influence a foreign official to gain a business advantage.
A relevant function can be any activity associated with the private or public sector provided that the function should be carried out in either good faith, impartially or that the person performing it is in a position of trust.
The Bribery Acts provide for transactions that take place in the UK, Jersey and abroad, and in the public and private sectors. Commercial organisations can also commit an offence if they, or an associate, commits bribery on their behalf to gain or retain a business advantage. However, it is a defence, in this case, for the organisation to have in place adequate procedures to prevent bribery.
Under the Bribery Acts there is the new corporate offence of failing to prevent persons associated with it from bribing. Associated person means any person (individual or an incorporated or unincorporated body) who performs services for or on behalf of the organisation. It makes no difference if the organisation had no knowledge of the bribe or where in the world the bribery takes place. The only defence is, can the organisation prove it had adequate procedures in place to prevent persons associated with it from bribing?
The guidance issued by the Ministry of Justice under the BA 2010 (UK Guidance), does not define "adequate" procedures - it is for the courts to decide whether the procedures were adequate taking into account the particular facts and circumstances of the case. However, organisations should adopt a proportionate and risk-based approach. Vannin Capital through its board of directors have considered the Bribery Acts and the guidance provided and their impact on the business of Vannin Capital. They have agreed to take a risk based approach and consequently have agreed to adopt and instil the six principles stated in the BA 2010 into our business.
Who Is Caught
The Bribery Acts apply to all individuals working for Vannin Capital at all levels within the organisation, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors as well as agents, business partners or any other person associated with Vannin Capital.
Application of the Six Principles
The UK Guidance considers anti-bribery policies and procedures should be informed by six principles, however, they are not prescriptive. They are intended to be flexible and outcome focused and applied in the circumstances of the particular organisation. Vannin Capital has adopted all six principles across its business:
Vannin Capital's procedures are clear, practical, accessible and proportionate to the company's activities and the bribery and corruption risks it faces depending on both the industry and geographical locations of the markets in which we operate. Vannin Capital has introduced policies and procedures to cover its commitment to bribery prevention, its general approach to mitigating specific risks and an overview of its anti-bribery implementation strategy.
Top-level management within Vannin Capital have an appropriate degree of involvement in developing anti-bribery procedures and effectively communicate these internally and externally as well as promoting a culture where bribery is never considered acceptable.
Periodic proportionate risk assessments of the nature and extent of exposure to internal and external risks of bribery by persons associated with Vannin Capital are regularly undertaken and documented by management. This helps ensure the entire company and our employees will have an up-to-date understanding of the bribery risks we face.
Vannin Capital takes a proportionate and risk-based approach and has a clear policy on the selection of all employees and associated persons, including all our business partners and contracting parties.
Anti-bribery policies and procedures are understood throughout Vannin Capital at all levels. This has been achieved by internal and external communication and through tailored training to employee and associated persons.
Monitoring and review
Vannin Capital continually monitors, reviews and improves its procedures to ensure it works effectively and its procedures are being consistently followed. Vannin Capital has a whistleblowing procedure which is an important tool to detect corruption and other failures in anti-bribery procedures. This policy is clearly stated in our staff handbook.
What is acceptable practice?
Bona fide reasonable and appropriate hospitality and promotional, or other business expenditure which seeks to improve the image of a commercial organisation, better to present products and services, or establish cordial relations, is recognised as an established part of doing business. However, such hospitality must always be proportionate and reasonable otherwise it may be considered a bribe.
In order to amount to a bribe under the Bribery Acts there must be an intention for a financial or other advantage to influence the third party in order to thereby secure business or a business advantage. The giving and accepting of gifts is allowed if the following requirements are met:
- it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;
- it does not include cash or a cash equivalent (such as gift certificates or vouchers);
- it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value.
- it is given openly, not secretly, and it complies with any applicable local law.
Vannin Capital appreciates that the practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered.
What is not acceptable practice?
Any payments in excess of what would be reasonable in all the circumstances would not be acceptable and any suspicions should be brought to the attention of a manager. This is particularly important where those payments could be considered to facilitate kickback payments made, for instance to secure or expedite a routine or necessary action.
What to do if you believe there has been a bribe?
Vannin Capital encourages all its staff to raise any concerns or suspicions about corruption with their manager by following the whistleblowing policy. All staff are informed of the importance of this policy and the importance of detecting and reporting any and all forms of corruption, and in particular, to consider any "red flag" scenarios. The prevention of bribery is the responsibility of the staff of Vannin Capital and any member of staff who breaches this policy will face disciplinary action which could result in their dismissal for gross misconduct.
Training around the importance of the Bribery Acts to the business of Vannin Capital is provided to all staff including on their induction. Vannin Capital has a zero tolerance to bribery and corruption in the business environment and this ethic is passed down from the board of the directors to all suppliers, contractors and business partners.
Through the training of Vannin Capital staff it is expected that they will identify and report any bribery or corruption to ensure the effective implementation of this policy and ensure the culture of the business is preserved.
Overall commitment to anti-bribery and corruption
Vannin Capital's executive team have primary and day-to-day responsibility for implementing this policy, and for monitoring its use and effectiveness. Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this Code.
Vannin Capital keep all financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties. There is also a process of declaration required for all gifts accepted and offered.
We believe Vannin Capital has shown a demonstrable commitment to preventing bribery through the leadership of its senior management and they have set out the ethical basis on which the company does business. This leadership is evidenced by its zero tolerance approach to bribery and corruption and what the consequences of bribery and corruption are, for its individuals and for the company.